Common use of Successors and Assigns; Assignment Clause in Contracts

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to the Company and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except to the extent set forth herein, Alon Brands will not sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement. Following the Closing, the Investor may sell, assign and transfer its rights hereunder only to its Permitted Transferees (as defined below); provided that each such transferee shall be, and shall expressly agree to be, bound by this Agreement to the same extent as the Investor as if such transferee were an original party to this Agreement and provided further that any costs and expenses of any nature, including but not limited to taxes, associated with such transfer shall be borne by the Investor. No sale, assignment, transfer or other conveyance of any or all of the rights and interests of the Investor hereunder or in the Note shall amend, modify or otherwise adversely affect in any respect the rights of Alon Brands under or arising pursuant to this Agreement or the Note or increase the obligations of Alon Brands, or impose additional obligations on Alon Brands, under or with respect to this Agreement or the Note. Except as otherwise expressly provided limited herein, the provisions hereof this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors upon and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who the Investor and Alon Brands and their respective permitted successors and assigns. Any determination or decision regarding the compliance of Alon Brands with the terms of one or more of this Agreement or the Note, the existence of any default or Event of Default hereunder, the acceleration of the maturity of the Loan, the waiver of any default or Event of Default hereunder or of compliance with any agreement or covenant of Alon Brands in this Agreement or the Note or with respect to any other matters relating to the administration of this Loan Agreement or the Note and the determination and agreement to amend the terms of this Agreement or the Note shall be a holder made by the Investor notwithstanding the sale, assignment, transfer or other conveyance of any right or interest in or under this Agreement or the Note by the Investor or any Permitted Transferee to any Permitted Transferee or other Person, and the determinations, decisions and actions of the SharesInvestor in any and all such matters and regards, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof including as to the Company amendment of this Agreement or the Note shall be final, conclusive and without binding on any and all Persons purchasing, having assigned or transferred to them or otherwise acquiring any or all rights and interests in, under or to this Agreement or the consent Note to the same extent as if such Person or Persons expressly agreed thereto in writing. By their acceptance of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company interest or right, each such Person acquiring any such rights and interest specifically agrees to be bound by the foregoing terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Agreement shall be binding upon, the provisions hereof and shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to their respective successors and assigns. Without limiting Karlsson’s rights under the benefit of and be enforceable by each Person who shall be a holder of the SharesLoan Documents, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake Karlsson may, upon written notice thereof to the Company and without the consent of any Person, assign this Agreement and its rights hereunder and under any other Loan Document to any Person at any time; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Company Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of which a single administrative agent (the “Administrative Agent”) is appointed, with which Prospect DE and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and to which Prospect DE and its affiliates will remit all payments hereunder, and which Agency Agreement will provide for the Administrative Agent to provide Prospect DE with a copy of the Agency Agreement, and any amendments thereto, upon execution of the same; and provided further that the assignee agrees to be bound by the provisions of Sections 5(b)(3)-(5) the Fourth Extension Agreement. The Prospect Parties agree that, for purposes of this Agreement, an “assignment” shall be deemed to include, but not be limited to, a sale, a contribution to a new or existing entity, or an exchange with any such entity, or any other party heretotransfer for any medium of value, including, without limitation, equity securities, royalty interests, property rights or any form of contingent consideration and notwithstanding whether such assignment is effected in a private sale or under judicial supervision. Notwithstanding anything to the contrary in any Loan Document or in the Purchase Agreement, but subject to the provisions of this Section 19, Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may actively solicit any Person to be a purchaser, or to be a counterparty to an assignment, of the Note (whether such assignee agreeing in writing potential purchaser, or counterparty to an assignment, of the Note wishes to purchase, or receive the assignment of, the Note and the Loan Documents in a form reasonably acceptable free-standing transaction or contemplates such purchase, or receipt of an assignment, of the Note as a part of a larger transaction or series of transactions involving any Prospect Party or any of its assets). Karlsson or any director, shareholder, employee, Affiliate or Representative (each as defined in the Purchase Agreement) or agent of Karlsson (each, a “Karlsson Party”) may, in connection with (A) Karlsson’s efforts to sell, assign or otherwise dispose of the Company Note; (B) any restructuring of the indebtedness represented by the Note and the Loan Documents; or (C) any “assignment” (as defined in the Note), disclose any information related to Parent or any of its subsidiaries as such Karlsson Party shall deem appropriate in its sole discretion; provided, however, that prior to providing any non-public information regarding Parent or any of its subsidiaries, Karlsson shall obtain from the person to which disclosure is to be made an executed confidentiality agreement which shall provide that (i) such person agrees to be bound by the terms of Section 5.06 of the Purchase Agreement, and conditions (ii) Parent and its subsidiaries are intended third party beneficiaries of such confidentiality agreement. This Section 19 of this Agreement as an "Investor"amends, assign its rights supersedes and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion replaces Section 19 of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Third Extension Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Lease shall be binding upon the Lessor, the provisions hereof shall inure to the benefit of, and be binding uponLessees, the successorsServicer, permitted the Guarantor and their respective successors and assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of the Lessees, the Lessor, the Servicer, the Guarantor and be enforceable by each Person who shall be a holder the Trustee (for the benefit of the Shares, Parent Warrants, Replacement Warrants (if anyGroup I Noteholders), Subsidiary Stock Purchase Rightsthe Master Collateral Agent (for the benefit of the ARG Trustee as Beneficiary under the Master Collateral Agency Agreement), IPO Valuation Warrants any other Indemnified Person, and their respective successors and assigns; provided, however, that neither the Guarantor nor any Lessee (if anyexcept as expressly provided herein) and/or Subsidiary Warrants shall have the right to assign its rights or delegate its duties under this Lease without (if anyi) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to Lessor and the Company Trustee and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) the Rating Agency Confirmation Condition, if any, with respect to the purchase at the Closing each Series of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the CompanyGroup I Notes having been satisfied prior thereto; and provided, further, thathowever, following the Closing, the provisions of Articles I, II and IX hereof that nothing herein contained shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants deemed to restrict (without w) the consent right of any other party heretoLessee to rent Vehicles to customers in the ordinary course of its domestic daily rental businesses, (x) to any Person who shall from time to time become a holder the right of any Named Lessee to permit an Other Permitted User to use Vehicles leased by the Named Lessee hereunder in the ordinary course of the domestic daily rental car operations of such securities Other Permitted User in accordance with the terms of this Lease (but the Named Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents), (y) the right of any Lessee to share certain of the Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or (z) the right of the Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in Section 26 and provided that the Servicer shall remain fully liable for its obligations under this Lease and the other Related Documents. Any purported assignment in violation of this Section 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this Lease.

Successors and Assigns; Assignment. Except as otherwise expressly provided limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors executors, and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall be a holder hereto. Except as expressly permitted under subsection 3.4 above, none of the Sharesrights, Parent Warrantsprivileges, Replacement Warrants (if any)or obligations set forth in, Subsidiary Stock Purchase Rightsarising under, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This or created by this Agreement may not be assigned by a party hereto or transferred without the prior written consent in writing of each party to this Agreement, with the exception of (a) assignments and transfers between the Investors, as the case may be; (b) assignments and transfers from a Holder to any other entity which controls, is controlled by, or is under common control with, such Holder, and as to any Holder which is a partnership, assignments and transfers to its partners and to affiliated partnerships managed by the same management company or managing general partner or by an entity which controls, is controlled by, or is under common control with, such management company or managing general partner (collectively “Permitted Transferees”); and (c) in the case of the Lender (or any of its Permitted Transferees), assignments and transfers to any other party hereto; provided that Silver Lake mayentity (a “Lender Permitted Transferee”). Notwithstanding the foregoing, upon written notice thereof (A) any Permitted Transferee shall, in connection with their purchase or receipt of Shares, execute a Joinder Agreement to be entered into between the Company and without such Permitted Transferee at the consent time of the applicable transfer, pursuant to which such Permitted Transferee shall be deemed to be a party to this Agreement, and (B) any other person owning or acquiring Registrable Securities of the Company or any other party heretomay, but subject at the Company’s request, execute a Joinder Agreement with the Company, pursuant to any which such assignee agreeing in writing in a form reasonably acceptable to the Company person shall be deemed to be bound by a party to this Agreement. Unless otherwise noted in the terms applicable Joinder Agreement, each Permitted Transferee shall be deemed a Holder. The parties agree that any Lender Permitted Transferee shall be allowed the same rights and conditions of privileges under this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill AgreementLender. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof a Lender Permitted Transferee shall in any event not be assignable by Silver Lake (other than required to its controlled Affiliates)execute a Joinder Agreement.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThe rights and obligations of the Parties hereunder shall attach to their successors and permitted assigns. Supplier shall have the right to assign this Agreement or any of the rights granted to Supplier hereunder, including without limitation, the provisions hereof shall inure right to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure assign any interests under this Agreement to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if anya) and/or Subsidiary Warrants (if any) lenders providing financing to Supplier from time to timetime and (b) to any third party acquiring all or substantially all of Supplier’s assets or equity, provided that such third party is not a Competitor and agrees in writing to assume all of Supplier’s obligations hereunder. This Agreement may Except as provided in this Section 18.0, Supplier shall not assign, or grant any lien or encumbrance on, any property of Customer (including finished goods). Customer shall not have the right, without Supplier’s prior written consent, which consent shall not be assigned by a party hereto without the prior written consent unreasonably withheld, conditioned or delayed, to assign this Agreement or any of the other party heretorights, obligations or interests of Customer hereunder, in whole or in part, by operation of law, pursuant to a change of control, or otherwise; provided provided, however, that Silver Lake may, upon written notice thereof Customer shall have the right without Supplier’s consent to the Company and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder under this Agreement to any Affiliate of Parent or to any third party acquiring all or substantially all of Customer’s assets or equity, provided that (i) such Affiliate or third party agrees in writing to any assume all of its Affiliates and/or Customer’s obligations hereunder, and (ii) with respect Customer and such third party have confirmed in writing to Supplier that (A) it then-currently has Manufacturing Requirements substantially similar to or greater than Customer’s then-current Manufacturing Requirements, and (B) its then-current forecasts for Manufacturing Requirements for the remainder of the Term are substantially similar to or greater than Customer’s then-current forecasts for Manufacturing Requirements for the remainder of the Term. Notwithstanding the foregoing, in the event a non-Affiliate third party acquires all or substantially all of Customer’s assets or equity, such third party shall thereafter only be bound by the purchase commitment in Section 4.1 for the volume that is Customer’s and any other member of the Universal Music Group’s volume (i.e., no Customer Affiliate not part of the Universal Music Group immediately prior to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof transaction shall be assignable bound by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Lease shall be binding upon the Group IV Lessor, the provisions hereof shall inure to the benefit of, and be binding uponGroup IV Lessees, the successorsServicer, permitted the Guarantor and their respective successors and assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of the Group IV Lessees, the Group IV Lessor, the Servicer, the Guarantor and be enforceable by each Person who shall be a holder the Trustee (for the benefit of the Shares, Parent Warrants, Replacement Warrants (if anyGroup IV Noteholders), Subsidiary Stock Purchase Rightsthe Additional Permitted Beneficiaries, IPO Valuation Warrants the Master Collateral Agent (if anyfor the benefit of the Trustee on behalf of the Group IV Noteholders), any other Indemnified Person, and their respective successors and assigns; PROVIDED, HOWEVER, that neither the Guarantor nor any Group IV Lessee shall have the right to assign its rights or delegate its duties under this Lease without (i) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to Group IV Lessor and the Company Trustee and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) the Rating Agency Confirmation Condition, if any, with respect to the purchase at the Closing each Series of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the CompanyGroup IV Notes having been satisfied prior thereto; and provided, further, thathowever, following the Closing, the provisions of Articles I, II and IX hereof that nothing herein contained shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants deemed to restrict (without w) the consent right of any other party heretoGroup IV Lessee to rent Group IV Vehicles to customers in the ordinary course of its domestic daily rental businesses, (x) to any Person who shall from time to time become a holder the right of any Named Group IV Lessee to permit an Other Permitted User to use Group IV Vehicles leased by the Named Group IV Lessee hereunder in the ordinary course of the domestic daily rental car operations of such securities Other Permitted User in accordance with the terms of this Lease (but the Named Group IV Lessee shall remain fully liable for its obligations under this Lease and the other Group IV Related Documents), (y) the right of any Group IV Lessee to share certain of the Group IV Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or (z) the right of the Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in SECTION 26 and provided that the Servicer shall remain fully liable for its obligations under this Lease and the other Related Documents. Any purported assignment in violation of this SECTION 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Group IV Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this Lease.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall be binding upon and inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of each of the parties hereto and shall inure to their respective successors and permitted assigns. Neither this Agreement nor any of the benefit of and be enforceable by each Person who rights, interests or obligations under this Agreement shall be a holder assigned, in whole or in part, by operation of law or otherwise by any of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party parties hereto without the prior written consent of the other party parties hereto; provided that Silver Lake mayMerger Sub may assign, upon written notice thereof to the Company in its sole discretion, any of or all its rights, interests and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of obligations under this Agreement as an "Investor", assign to (a) one or more of its rights and obligations hereunder Affiliates of Parent (ia “Parent Assignee”) to or (b) any of its Affiliates and/or (ii) with respect to the purchase at the Closing or any Parent Assignees’ lenders as collateral security; provided, further that no such transfer or assignment will relieve such party of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Companyits obligations under this Agreement; and provided, further, thatthat any such assignment shall not take place after the commencement of the Offer and shall not otherwise materially impede or delay the consummation of the Transactions or otherwise materially impede the rights of the stockholders of the Company under this Agreement. Any purported assignment without such consent shall be void. Subject to the preceding sentences, following this Agreement will be binding upon, inure to the Closingbenefit of, and be enforceable by, the provisions of Articles Iparties hereto and their respective successors and assigns. Except for Section 7.04 and subject to Section 10.05(a), II and IX hereof nothing in this Agreement shall be assignable by confer any holder of Sharesclaim, Parent Warrantsright, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants interest or remedy on any Person (without other than the consent parties hereto) or inure to the benefit of any Person (other party than the parties hereto) other than to any Person who shall from time lender of Parent, Merger Sub or any Parent Assignee as security for obligations to time become a holder such lender in respect of the financing arrangements entered into in connection with the Transactions and any refinancings, extensions, refundings or renewals thereof; provided, further, that no assignment to any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof lender shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)way affect such party’s obligations or liabilities under this Agreement.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinWhenever in this Agreement or any other Purchase Document reference is made to any Party, the provisions hereof such reference shall inure be deemed to the benefit of, and be binding upon, include the successors, permitted assigns, heirsheirs and legal Representatives of such party, executors and administrators and, without limiting the generality of the parties hereto foregoing, all representations, warranties, covenants and other agreements made by or on behalf of the Purchaser in this Agreement and the other Purchase Documents shall inure to the benefit of the successors and be enforceable by each Person who assigns of the Seller; provided, however, that nothing herein shall be a holder deemed to authorize or permit the Purchaser or SPG to assign any of its rights or obligations under this Agreement or any other Purchase Document to any other Person (whether or not an Affiliate of the Shares, Parent Warrants, Replacement Warrants (if anyPurchaser), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) and the Purchaser covenants and agrees that it shall not make any such assignment. The Seller from time to time. This : (a) may assign or sell aall or any portion(s) of the rights, powers, privileges, remedies and interests of and/or the obligations owed to the Seller under this Agreement or any other Purchase Document to any Person; (b) may not furnish and disclose financial statements, documents and other information pertaining to the Purchaser to any potential assignee or participant permitted hereunder; and (c) may take any and all other actions that the Seller may determine (in its sole and absolute discretion) to be assigned by a party hereto necessary or appropriate in connection with any such assignment or participation; in each case without the prior written notice to or consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to the Company and without the consent of the Company Purchaser or any other party heretoPerson. Without in any way limiting the foregoing, but subject to each Party acknowledges and agrees that (A) the Seller and SGRP may assign any such assignee agreeing in writing in a form reasonably acceptable and all of the rights, powers, privileges, remedies and interests of and/or the obligations owed to the Company to be bound by the terms and conditions of Seller and/or SGRP under this Agreement as an "Investor"or any other Purchase Document to the Senior Lender pursuant to the Senior Loan Documents, assign its rights and obligations hereunder (iB) the Senior Lender shall be entitled to exercise or enforce any of its Affiliates the rights, powers, privileges, remedies and interests of and/or (ii) with respect the obligations owed to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to Seller and/or SGRP under this Agreement or any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities Document in accordance with the provisions Purchase Documents, the Senior Loan Documents and/or Applicable Law, and (C) the Senior Lender shall not be responsible or liable for any of the Standstill Agreement. For acts, omissions, duties, liabilities or obligations of the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)Seller or SGRP.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, bind and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of Seller and be enforceable by each Person who Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This not assign Purchaser's rights under this Agreement may not be assigned by a party hereto without the prior written consent of Seller, which consent may be withheld absolutely. In the other party hereto; provided that Silver Lake mayevent Seller consents to such assignment, upon Purchaser and such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the form attached hereto as EXHIBIT F. Any subsequent assignment may be made only with the prior written notice thereof consent of Seller. No assignment of Purchaser's rights hereunder shall relieve Purchaser of its liabilities under this Agreement. Notwithstanding anything to the Company contrary contained herein, Purchaser may assign this Agreement to an "AFFILIATE" so long as Purchaser delivers to Seller, within ten (10) days after the Effective Date, the complete names of all entities and without persons controlling, controlled by, under common control with or otherwise having an interest in the consent Affiliate. For purposes of this Section 10.8 the Company or term "Affiliate" shall mean any other entity in which Triple Net Properties, L.L.C. ultimately holds the controlling interest. This Agreement is solely for the benefit of Seller and Purchaser; there are no third party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions beneficiaries hereof. Any assignment of this Agreement as an "Investor"in violation of the foregoing provisions shall be null and void. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to assign its rights and obligations hereunder (i) under this Agreement to any of its Affiliates and/or (ii) with respect one or more entities prior to the purchase at Closing Date without the Closing necessity of up to 8,000 Shares (Purchaser's consent, and up to upon such assignment and a pro rata portion conveyance of the Parent WarrantsProperty to Seller's assignee, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof Seller shall be assignable by any holder released from all obligations under this Agreement, "Seller" shall thereafter refer to and only to such assignee, and Purchaser agrees to look solely to such assignee for performance of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent all of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Seller's obligations under this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and This Agreement shall inure to the benefit of and be enforceable by each Person who binding upon the parties hereto and their respective successors and permitted assigns. In general, Buyer shall be a holder of not have the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time right to time. This assign this Agreement may not be assigned by a party hereto or any interest herein without the prior written consent of Seller; provided, however, Buyer shall have the other party hereto; provided that Silver Lake mayright to assign this Agreement to an affiliate which the Buyer controls, upon is controlled by or is under common control with, without Seller’s prior written notice thereof consent but such assignment and the assumption by such assignee of Buyer’s obligations hereunder shall not release Buyer from its obligation or liability hereunder unless Seller shall have specifically agreed to the Company and without same. Notwithstanding the consent foregoing, such assignment shall be void unless Buyer notifies Seller of such assignment on the earlier of (i) ten (10) days from the date of the Company assignment, or (ii) ten (10) business days prior to the Closing. Seller shall have no right to assign this Agreement or any other party heretointerest herein without Buyer’s prior written consent, but subject which may be withheld for any or no reason, provided, however, that Seller may give to any such assignee agreeing in writing in an institutional lender a form reasonably acceptable to the Company to be bound by the terms and conditions collateral assignment of this Agreement as an "Investor"to secure Seller’s obligations to such lender. Furthermore, either Seller and/or Buyer may assign its rights and obligations hereunder under this Agreement to a “qualified intermediary” in order to facilitate, at no cost or expense to the other, a like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that (i) such assignment to any a qualified intermediary shall not relieve either party of its Affiliates and/or respective obligations hereunder; and (ii) with respect if Seller notifies Buyer that Seller has assigned its rights under the Agreement to a qualified intermediary, Buyer will be deemed to have satisfied Buyer’s payment obligation if Buyer instructs Title Company to wire proceeds to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) qualified intermediary or to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable entity as instructed by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)Seller.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Lease shall be binding upon the Group IV Lessor, the provisions hereof shall inure to the benefit of, and be binding uponGroup IV Lessees, the successorsServicer, permitted the Guarantor and their respective successors and assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of the Group IV Lessees, the Group IV Lessor, the Servicer, the Guarantor and be enforceable by each Person who shall be a holder the Trustee (for the benefit of the Shares, Parent Warrants, Replacement Warrants (if anyGroup IV Noteholders), Subsidiary Stock Purchase Rightsthe Additional Permitted Beneficiaries, IPO Valuation Warrants the Master Collateral Agent (if anyfor the benefit of the Trustee on behalf of the Group IV Noteholders), any other Indemnified Person, and their respective successors and assigns; PROVIDED, HOWEVER, that neither the Guarantor nor any Group IV Lessee shall have the right to assign its rights or delegate its duties under this Lease without (i) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to Group IV Lessor and the Company Trustee and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) the Rating Agency Confirmation Condition, if any, with respect to the purchase at the Closing each Series of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the CompanyGroup IV Notes having been satisfied prior thereto; and provided, further, thathowever, following the Closing, the provisions of Articles I, II and IX hereof that nothing herein contained shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants deemed to restrict (without w) the consent right of any other party heretoGroup IV Lessee to rent Group IV Vehicles to customers in the ordinary course of its domestic daily rental businesses, (x) to any Person who shall from time to time become a holder the right of any Named Group IV Lessee to permit an Other Permitted User to use Group IV Vehicles leased by the Named Group IV Lessee hereunder in the ordinary course of the domestic daily rental car operations of such securities Other Permitted User in accordance with the terms of this Lease (but the Named Group IV Lessee shall remain fully liable for its obligations under this Lease and the other Group IV Related Documents), (y) the right of any Group IV Lessee to share certain of the Group IV Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in SECTION 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or (z) the right of the Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in SECTION 26 and provided that the Servicer shall remain fully liable for its obligations under this Lease and the other Related Documents. Any purported assignment in violation of this SECTION 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Group IV Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this Lease.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the The provisions hereof of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors upon and administrators of the parties hereto and shall inure to the benefit of the heirs, executors, administrators, successors and be enforceable by each Person who shall be a holder assigns of the Sharesparties. However, Parent WarrantsHunter Fiat shall not assign, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent transfer or in any manner hypothecate any or all of the other party hereto; provided that Silver Lake may, upon written notice thereof rights and obligations of Hunter Fiat under this Agreement or with respect to the Company and without Site except to the extent permitted by this Agreement. Without limiting the effect of any other provision of this Agreement, Hunter Fiat or any permitted transferee of Hunter Fiat shall have the right, with the consent of the Company City, which consent shall not be unreasonably withheld, (a) to sell, convey, transfer, lease, leaseback, assign, hypothecate or in any manner dispose of all or any other party heretopart of its interests in the Site, but subject this Agreement or the Auto Dealership, to any person or entity which controls or which is under common control with Hunter Fiat or (b) to transfer by will, trust or operation of law all or any part of its interests in the Site, this Agreement or the Auto Dealership, or (c) to transfer in trust all or any part of its interests in the Site, this Agreement or the Auto Dealership. Hunter Fiat shall give notice of said proposed transfer not less than thirty (30) days, in advance, to the City.‌ Without limiting the effect of any other provision of this Section 6.15, in the event of any sale, conveyance, transfer, lease, leaseback, assignment, hypothecation or other disposition which is permitted by this Agreement or, otherwise, which is made with the consent of the City, the Dealer shall have the right to retain and not delegate the obligations under the Dealer Note. The City shall be given thirty (30) days’ notice in advance and either (i) the City shall have received evidence satisfactory to it, that such assignee agreeing proposed successor in writing interest to Hunter Fiat has manufacturers’ approval and Hunter Fiat shall remain liable for all amounts due under the Dealer Note hereof or such successor has assumed in writing, in a form reasonably and manner acceptable to the Company to be bound by City, the terms and conditions obligations of the Dealer under this Agreement as an "Investor"and specifically the obligation to pay all amounts due under the Dealer Note in which case, assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof Hunter Fiat shall be assignable by any holder of Sharesreleased from all amounts payable under the Dealer Note, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).or

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Agreement shall be binding upon, the provisions hereof and shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to their respective successors and assigns. Without limiting Karlsson’s rights under the benefit of and be enforceable by each Person who shall be a holder of the SharesLoan Documents, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake Karlsson may, upon written notice thereof to the Company and without the consent of any Person, assign this Agreement and its rights hereunder and under any other Loan Document to any Person at any time; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Company Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of which a single administrative agent (the “Administrative Agent”) is appointed, with which Prospect DE and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and to which Prospect DE and its affiliates will remit all payments hereunder, and which Agency Agreement will provide for the Administrative Agent to provide Prospect DE with a copy of the Agency Agreement, and any amendments thereto, upon execution of the same. The Prospect Parties agree that, for purposes of this Agreement, an “assignment” shall be deemed to include, but not be limited to, a sale, a contribution to a new or existing entity, or an exchange with any such entity, or any other party heretotransfer for any medium of value, including, without limitation, equity securities, royalty interests, property rights or any form of contingent consideration and notwithstanding whether such assignment is effected in a private sale or under judicial supervision. Notwithstanding anything to the contrary in any Loan Document, in the Membership Interest Purchase Agreement (the “Purchase Agreement”) among Prospect DE, AWP and Karlsson dated as of May 30, 2012 (including but not limited to Sections 5.03 or 5.06 thereof), or any Covenant Not to Compete (whether or not executed in the form of Exhibit E to the Purchase Agreement, a “Covenant Not to Compete”) executed by any Person (as defined in the Note) in favor of any Prospect Party, but subject to the provisions of this Section 22, Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may actively solicit any Person to be a purchaser or assignee of the Note (whether such potential purchaser or assignee wishes to purchase the Note and the Loan Documents in a free-standing transaction or contemplates such purchase as a party of a larger transaction or series of transactions involving any Prospect Party or any of its assets). No act of soliciting, negotiating, effectuating or closing any such assignee agreeing transaction (an “Exempt Activity”) shall be deemed to be a violation of any Covenant Not to Compete or any provision of the Purchase Agreement; provided, however, that other than with respect to such Exempt Activities, each Covenant Not to Compete shall remain in writing in a form reasonably acceptable full force and effect until the earlier of (i) such time as AWP no longer holds title to the Company real property secured by the AWP Deed of Trust in consequence of a bankruptcy proceeding, a foreclosure, a deed-in-lieu of foreclosure, or a sale of all or substantially all of such real property (a “Real Estate Triggering Event”); and (ii) August 1, 2015. Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may, in connection with such solicitation, provide to such potential purchaser or assignee any such information regarding any Prospect Party as Karlsson shall deem appropriate in its sole discretion; provided, however, that, prior to providing any non-public information regarding any Prospect Party, Karlsson shall (A) obtain from the Person to which disclosure is to be made an executed confidentiality agreement which shall provide that: (i) such Person agrees to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any Section 5.06 of its Affiliates and/or the Purchase Agreement; (ii) with respect to the purchase at the Closing Parent is an intended third party beneficiary of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Companysuch confidentiality agreement; and provided, further, that, following the Closing, the provisions (B) provide a copy of Articles I, II and IX hereof shall be assignable by any holder of Shares, such executed confidentiality agreement to Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities disclosure made in accordance with the provisions foregoing a “Permitted Confidential Disclosure”). Each Prospect Party agrees that any provision in any Loan Document, the Purchase Agreement, or any Covenant Not to Compete relating to an Exempt Activity, a Real Estate Triggering Event, a Permitted Confidential Disclosure or any activities related to any of the Standstill Agreement. For foregoing is hereby amended and irrevocably waived, for the avoidance benefit of doubtKarlsson and each Person who has executed a Covenant Not to Compete, Silver Lake's rights under to the extent such provision is contrary to any provision of this Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)22.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, This Agreement and the provisions hereof other Cash Participation Documents shall be binding upon and inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and their respective heirs, personal representatives, successors and assigns. Each party to this Agreement or the other Cash Participation Documents may assign all or any portion of its interest hereunder or thereunder, provided that (i) each assignment shall inure expressly be made subject to the benefit provisions of this Section 9.e and (ii) simultaneously with such assignment, the assignee shall expressly assume all duties, obligations and liabilities relating to the assigned interests. The assignee shall execute, acknowledge (when applicable) and deliver to each other party to this Agreement and the other Cash Participation Documents an agreement whereby the assignee (x) assumes all obligations, duties and liabilities of the assigning party to the extent of the interest being assigned pursuant to such assignment, (y) to the extent of the interest being assigned, agrees to be personally bound by and upon all covenants, agreements, terms, provisions and conditions hereof on the part of the assigning party to be performed or observed, and (z) agrees that the provisions of this Section 9.e shall continue in full force and effect and be enforceable by each Person who shall be a holder binding upon the assignee. Any assignment of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This interests in this Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to the Company and without the consent of the Company or any other party heretoCash Participation Document made without full compliance with the preceding sentence shall be null and void for all purposes. Notwithstanding anything contained herein, but subject in any other Transaction Document or any document referred to any such assignee agreeing in writing in a form reasonably acceptable to herein or therein or contemplated hereby or thereby (including without limitation, the Company to be bound by assumption requirements of the terms and conditions second sentence of this Section 9.e), in no event shall any assignment by any party hereto of its interests (or any part thereof) under this Agreement as an "Investor", assign its rights and obligations hereunder or any other Cash Participation Document (i) to modify or limit any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent right or power of any other party heretohereunder or thereunder or (ii) affect or reduce any obligation, duty or liability of the assigning party, and all obligations, duties and liabilities of the assigning party under this Agreement or such other Cash Participation Document shall continue in full force and effect as obligations, duties and liabilities of a principal and not of a guarantor or surety, enforceable against the assigning party as a principal, as though no assignment or assumption had been made. Nothing in this Section 9.e shall be construed to any Person who shall from time to time become a holder of any such securities in accordance with modify the non-recourse provisions of the Standstill Section 8 of this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except to the extent set forth herein, neither Camtek nor any Investor may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement, except that either party may assign this agreement in whole as part of a merger acquisition provided in each case that the assignee shall undertake in writing towards the other parties hereto to assume and abide by all the terms hereunder, mutatis mutandis. Notwithstanding any provision of this Agreement to the contrary, the Investors may assign or otherwise transfer their rights under this Agreement only together with the relative portion of the Debentures corresponding to the assigned and transferred rights: (i) to a Permitted Transferee, as defined below, provided that such assignment or transfer made to entities and/or persons included in clauses (i) to (iii) of such definition, shall be permitted only if made in the framework of a distribution of assets to partners and shareholders of the transferor; or (ii) to such entity or person approved by Camtek in writing and in advance (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, such approval shall not be required with respect to transferees which are Israeli insurance companies, Israeli provident funds and/or Israeli study funds (“kranot hishtalmut”); all provided, that each such transfer shall comply with all applicable securities laws and the transferees shall agree in writing towards Camtek to be bound by any restrictions applicable to the Investors under this Agreement and otherwise and to the extent required shall also sign the OCS Undertaking, and further provided that no assignment or transfer pursuant to clause (ii) above will be made without Camtek’s prior written approval (which may be granted or denied for reason or for no reason at Camtek’s sole discretion) if it results in decreasing the aggregate portion of FIMI Opportunity Fund, L.P. and FIMI Israel Opportunity Fund in the Debentures to less than 51%. It is being clarified that the right and authorization of FIMI Opportunity Fund, L.P. and FIMI Israel Opportunity Fund to take or exercise any action on behalf of the Investors or any right granted to the Investors hereunder (including the right to agree to an amendment to this Agreement or declare that an Event of Default had occurred, on behalf and in the name of all the Investors), as provided in Section 9(i) below, shall survive any assignment and transfer of rights and may not be assigned itself, and FIMI Opportunity Fund, L.P. and FIMI Israel Opportunity Fund shall, notwithstanding any assignment and transfer, continue to be deemed for all intents and purposes as the duly authorized representatives of all the Investors. Except as otherwise expressly provided limited herein, the provisions hereof this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors upon and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to the Company Investors and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms Camtek and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)their successors.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, bind and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of Seller and be enforceable by each Person who Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This not assign Purchaser’s rights under this Agreement may not be assigned by a party hereto without the prior written consent of Seller, which consent may be withheld absolutely. In the other party hereto; provided that Silver Lake mayevent Seller consents to such assignment, upon Purchaser and such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the form attached hereto as Exhibit E. Any subsequent assignment may be made only with the prior written consent of Seller. Notwithstanding the foregoing consent requirement, with no later than five (5) business days’ prior written notice thereof to Seller, Purchaser may assign this Agreement to any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Purchaser, and which satisfy the Company and without the consent requirements of the Company or any other party heretoSection 4.3 hereof, but subject to provided further that any such assignee agreeing complies with Seller’s “know your customer” policy in writing in a form reasonably acceptable to accordance with Section 4.5 hereof. No assignment of Purchaser’s rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the Company to be bound by the terms benefit of Seller and conditions Purchaser; there are no third party beneficiaries hereof. Any assignment of this Agreement as an "Investor"in violation of the foregoing provisions shall be null and void. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to assign its rights and obligations hereunder (i) under this Agreement to any of its Affiliates and/or (ii) with respect one or more entities prior to the purchase at Closing Date without the Closing necessity of up to 8,000 Shares (Purchaser’s consent, and up to upon such assignment and a pro rata portion conveyance of the Parent WarrantsProperty to Seller’s assignee, Replacement Warrants (Seller shall be released from all obligations under this Agreement, “Seller” shall thereafter refer to and only to such assignee, and Purchaser agrees to look solely to such assignee for performance of all of Seller’s obligations under this Agreement. Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if any)such illegal, Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Companyinvalid or unenforceable provision had never comprised a part of this Agreement; and provided, further, that, following the Closingand, the remaining provisions of Articles Ithis Agreement shall remain in full force and effect and shall not be affected by such illegal, II and IX hereof invalid, or unenforceable provision or by its severance from this Agreement. Attorneys’ Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be assignable by any holder of Sharesentitled to recover, Parent Warrantsin addition to all other remedies or damages, Replacement Warrantsas provided herein, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any reasonable attorneys’ fees incurred in such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)suit.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Lease shall be binding upon the Lessor, the provisions hereof shall inure to the benefit of, and be binding uponLessees, the successorsServicers, permitted the Master Servicer, the Guarantor and their respective successors and assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of the Lessees, the Lessor, the Servicers, the Master Servicer, the Guarantor and be enforceable by each Person who shall be a holder the Trustee (for the benefit of the SharesSeries 1997 Variable Funding Noteholders and, Parent Warrants, Replacement Warrants (if any, the other Noteholders of Shared Collateral Series Notes), Subsidiary Stock Purchase Rightsthe Master Collateral Agent (for the benefit of the Trustee (on behalf of the Series 1997 Variable Funding Noteholders and, IPO Valuation Warrants (if any, the other Noteholders of Shared Collateral Series Notes) and/or Subsidiary Warrants and the Other VFN Beneficiaries), any other Indemnified Person, and their respective successors and assigns; provided, however, that no Lessee or the Guarantor shall have the right to assign its rights or delegate its duties under this Lease without (if anyi) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake mayLessor, upon written notice thereof to the Company Trustee, the Required VFN Noteholders and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms Majority Credit Enhancers and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) receipt of written confirmation from each of the Rating Agencies that its then current rating will not be reduced or withdrawn with respect to the purchase at the Closing of up to 8,000 Shares (and up to any outstanding Commercial Paper Notes or, if applicable, Shared Collateral Series Notes as a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Companyresult thereof; and provided, further, thathowever, following the Closing, the provisions of Articles I, II and IX hereof that nothing herein contained shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants deemed to restrict (without w) the consent right of any other party heretoLessee to rent Series 1997 Vehicles to customers in the ordinary course of its domestic daily rental businesses, (x) to any Person who shall from time to time become a holder the right of any Named Lessee to permit another Lessee to use Vehicles leased by the Named Lessee hereunder in the ordinary course of the domestic daily rental car operations of such securities other Lessee in accordance with the terms of this Lease (but the Named Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents), (y) the right of any Lessee to share certain of the Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or (z) the right of any Named Servicer to perform its obligations as Servicer through another Servicer, subject to the limitations specified in Section 26 and provided that the Named Servicer shall remain fully liable for its obligations under this Lease and the other Related Documents. Any purported assignment in violation of this Section 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this Lease.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThe rights and obligations of the Parties hereunder shall attach to their successors and permitted assigns. Supplier shall have the right to assign this Agreement or any of the rights granted to Supplier hereunder, including without limitation, the provisions hereof shall inure right to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure assign any interests under this Agreement to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if anya) and/or Subsidiary Warrants (if any) lenders providing financing to Supplier from time to timetime and (b) to any third party acquiring all or substantially all of Supplier’s assets or equity, provided that such third party is not a Competitor and agrees in writing to assume all of Customer’s obligations hereunder. This Agreement may Except as provided in this Section 18.0, Supplier shall not assign, or grant any lien or encumbrance on, any property of Customer (including finished goods). Customer shall not have the right, without Supplier’s prior written consent, which consent shall not be assigned by a party hereto without the prior written consent unreasonably withheld, conditioned or delayed, to assign this Agreement or any of the other party heretorights, obligations or interests of Customer hereunder, in whole or in part, by operation of law, pursuant to a change of control, or otherwise; provided provided, however, that Silver Lake may, upon written notice thereof Customer shall have the right without Supplier’s consent to the Company and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder under this Agreement to any Affiliate of Parent or to any third party acquiring all or substantially all of Customer’s assets or equity, provided that (i) such Affiliate or third party agrees in writing to any assume all of its Affiliates and/or Customer’s obligations hereunder, and (ii) with respect Customer and such third party have confirmed in writing to Supplier that (A) it then-currently has Manufacturing Requirements substantially similar to or greater than Customer’s then-current Manufacturing Requirements, and (B) its then-current forecasts for Manufacturing Requirements for the remainder of the Term are substantially similar to or greater than Customer’s then-current forecasts for Manufacturing Requirements for the remainder of the Term. Notwithstanding the foregoing, in the event a non-Affiliate third party acquires all or substantially all of Customer’s assets or equity, such third party shall thereafter only be bound by the purchase commitment in Section 4.1 for the volume that is Customer’s and any other member of the Universal Music Group’s volume (i.e., no Customer Affiliate not part of the Universal Music Group immediately prior to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof transaction shall be assignable bound by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) AOLTW and/or Subsidiary Warrants (if any) from time to timeits successors and permitted assigns. This Agreement and any rights and obligations related hereto may not be assigned by a party hereto the Company without the prior written consent of the AOLTW. AOLTW may assign its rights and obligations under this Agreement to any Person other party hereto; provided that Silver Lake may, upon written notice thereof to the Company and than a Competitor without the consent of the Company or any other party heretoCompany; PROVIDED, but subject that (i) as a condition to any such assignment, any proposed assignee agreeing in writing in a form reasonably acceptable shall execute and deliver to the Company a counterpart signature page to this Agreement in the form of EXHIBIT J and shall expressly agree (x) to be a "Purchaser" hereunder and to be bound by the terms and conditions hereof and (y) to make each of the representations and warranties set forth in Article 3 of this Agreement, (ii) AOLTW shall not be permitted to assign its rights under Section 4.2(a) to review or approve the Proxy Statement or amendments thereto, (iii) no assignment hereunder by AOLTW to an Affiliate of AOLTW shall relieve AOLTW from any of its obligations hereunder and (iv) no assignment by AOLTW to any Person that is not an Affiliate of AOLTW shall relieve AOLTW of the obligation to purchase any Notes hereunder at any Closing if such assignee refuses or fails to purchase such Notes at such Closing in violation of its obligations hereunder. Any purported assignment of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any in violation of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II this Section 7.1 is null and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)void.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and This Agreement shall inure to the benefit of and be enforceable by each Person who binding upon the parties hereto and their respective successors and permitted assigns. In general, Buyer shall be a holder of not have the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time right to time. This assign this Agreement may not be assigned by a party hereto or any interest herein without the prior written consent of Seller; provided, however, Buyer shall have the other party hereto; provided that Silver Lake mayright to assign this Agreement to an affiliate which the Buyer controls or to an entity (or subsidiary of an entity) for which Buyer acts as the Investment Advisor, upon without Seller’s prior written notice thereof consent but such assignment and the assumption by such assignee of Buyer’s obligations hereunder shall not release Buyer from its obligation or liability hereunder unless Seller shall have specifically agreed to the Company and without same. Notwithstanding the consent foregoing, such assignment shall be void unless Buyer notifies Seller of such assignment on the earlier of (i) ten (10) business days after the date of the Company assignment, or (ii) ten (10) business days prior to the Closing. Seller shall have the right to assign this Agreement or any other party heretointerest herein to an entity related to Seller without Buyer’s consent, but subject to any such assignee agreeing in writing in a form reasonably acceptable assignment, and assumption by such assignee, of Seller’s obligation hereunder shall not release Seller from its obligations and liability hereunder unless Buyer shall have specifically agreed to the Company to be bound by the terms and conditions of this Agreement as an "Investor"same. Furthermore, either Seller and/or Buyer may assign its rights and obligations hereunder under this Agreement to a “qualified intermediary” in order to facilitate, at no cost ,expense or liability to the other, a like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that (i) such assignment to any a qualified intermediary shall not relieve either party of its Affiliates and/or respective obligations hereunder; and (ii) with respect if Seller notifies Buyer that Seller has assigned its rights under the Agreement to a qualified intermediary, Buyer will be deemed to have satisfied Buyer’s payment obligation if Buyer wires proceeds to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) qualified intermediary or to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closingentity as instructed by Seller. In connection with any Section 1031 like-kind exchange, the provisions of Articles I, II and IX hereof Closing shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (delayed and Buyer shall not be obligated to sign any document other than to its controlled Affiliates)a simple consent.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Lease shall be binding upon the Lessor, the provisions hereof shall inure to the benefit of, and be binding uponLessees, the successorsServicer, permitted the Guarantor and their respective successors and assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of the Lessees, the Lessor, the Servicer, the Guarantor and be enforceable by each Person who shall be a holder the Trustee (for the benefit of the Shares, Parent Warrants, Replacement Warrants (if anyGroup I Noteholders), Subsidiary Stock Purchase Rightsthe Master Collateral Agent (for the benefit of the Trustee on behalf of the Group I Noteholders) and the Additional Permitted Beneficiaries, IPO Valuation Warrants any other Indemnified Person, and their respective successors and assigns; provided, however, that neither the Guarantor nor any Lessee shall have the right to assign its rights or delegate its duties under this Lease without (if anyi) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake may, upon written notice thereof to Lessor and the Company Trustee and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) the Rating Agency Confirmation Condition, if any, with respect to the purchase at the Closing each Series of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the CompanyGroup I Notes having been satisfied prior thereto; and provided, further, thathowever, following the Closing, the provisions of Articles I, II and IX hereof that nothing herein contained shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants deemed to restrict (without w) the consent right of any other party heretoLessee to rent Vehicles to customers in the ordinary course of its domestic daily rental businesses, (x) to any Person who shall from time to time become a holder the right of any Named Lessee to permit another Lessee or a lessee under any other Leasing Company Lease to use Vehicles leased by the Named Lessee hereunder in the ordinary course of the domestic daily rental car operations of such securities other Lessee or lessee in accordance with the terms of this Lease (but the Named Lessee shall remain fully liable for its obligations under this Lease and the other Related Documents), (y) the right of any Lessee to share certain of the Vehicles leased by it with Fleet Sharing Parties (subject to the limitations specified in Section 8), for use in the ordinary course of the domestic daily rental businesses of such Fleet Sharing Parties in accordance with the terms of this Lease or (z) the right of the Servicer to perform its obligations as Servicer through a Sub-Servicer, subject to the limitations specified in Section 26 and provided that the Servicer shall remain fully liable for its obligations under this Lease and the other Related Documents. Any purported assignment in violation of this Section 16 shall be void and of no force or effect. Nothing contained herein shall be deemed to restrict the right of any Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)this Lease.

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThe rights and obligations of the Parties hereunder shall attach to their successors and permitted assigns. Supplier shall have the right to assign this Agreement or any of the rights granted to Supplier hereunder, including without limitation, the provisions hereof shall inure right to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure assign any interests under this Agreement to the benefit of and be enforceable by each Person who shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if anya) and/or Subsidiary Warrants (if any) lenders providing financing to Supplier from time to timetime and (b) to any third party acquiring all or substantially all of Supplier’s assets or equity, provided that such third party is not a Competitor and agrees in writing to assume all of Supplier’s obligations hereunder. This Agreement may Except as provided in this Section 18.0, Supplier shall not assign, or grant any lien or encumbrance on, any property of Customer (including finished goods). Customer shall not have the right, without Supplier’s prior written consent, which consent shall not be assigned by a party hereto without the prior written consent unreasonably withheld, conditioned or delayed, to assign this Agreement or any of the other party heretorights, obligations or interests of Customer hereunder, in whole or in part, by operation of law, pursuant to a change of control, or otherwise; provided provided, however, that Silver Lake may, upon written notice thereof Customer shall have the right without Supplier’s consent to the Company and without the consent of the Company or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor", assign its rights and obligations hereunder under this Agreement to any Affiliate of Parent or to any third party acquiring all or substantially all of Customer’s assets or equity, provided that (i) such Affiliate or third party agrees in writing to any assume all of its Affiliates and/or Customer’s obligations hereunder, and (ii) with respect Customer and such third party has confirmed in writing to Supplier that (A) it then-currently has Distribution Requirements substantially similar to or greater than Customer’s then-current Distribution Requirements, and (B) its then-current forecasts for Distribution Requirements for the remainder of the Term are substantially similar to or greater than Customer’s then-current forecasts for Distribution Requirements for the remainder of the Term. Notwithstanding the foregoing, in the event a non-Affiliate third party acquires all or substantially all of Customer’s assets or equity, such third party shall thereafter only be bound by the purchase commitment in Section 4.1 for the DOAs that are Customer’s and any other member of the Universal Music Group’s DOAs (i.e. no Customer Affiliate not part of the Universal Music Group immediately prior to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof transaction shall be assignable bound by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors upon and administrators of the parties hereto and shall inure to the benefit of Borrower, Agent and be enforceable by each Person who shall be a holder Lender, all future holders of the SharesNotes and their respective successors and assigns, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement except that Borrower may not be assigned by a party hereto assign or transfer any of its rights or obligations under this Agreement without the prior written consent of all Lenders, which consent may be withheld by any Lender in its sole discretion; and provided further that the other party hereto; provided that Silver Lake rights of each Lender to transfer or assign its rights and/or obligations hereunder shall be limited as set forth below in part (b) of this subsection 11.7. Notwithstanding the above (including anything set forth in part (b) of this subsection 11.7), nothing herein shall restrict, prevent or prohibit any Lender from (A) pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, (B) granting assignments in such Lender’s Loans and/or Commitment hereunder to its parent company and/or to any affiliate of such Lender or to any existing Lender or affiliate thereof and (C) selling participations as set forth in subsection 11.4 hereof. In addition to the assignments permitted by subsection 11.7(a) hereof, each Lender may, upon with the prior written notice thereof to the Company and without the consent of the Company Borrower and the Agent (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consents shall not be unreasonably withheld, conditioned or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions of this Agreement as an "Investor"delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit H attached hereto and made a part hereof (the “Assignment Agreement”) to one or more Eligible Assignees; provided that (A) any such assignment shall be in a minimum aggregate amount of the lesser of (1) $5,000,000 or any larger amount which is an even multiple of $1,000,000 or (2) the remaining amount of the Commitment held by such Lender, and (B) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender’s rights and obligations under the Commitment being assigned. Any assignment under this subsection 11.7(b) shall be effective upon satisfaction of the conditions set forth above and delivery to the Agent of a duly executed Assignment Agreement together with a transfer fee of $3,500 payable by the Assignee to the Agent for its own account. Upon the effectiveness of any such assignment, the assignee shall become a “Lender” for all purposes of this Agreement and the other documents contemplated hereby and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an Assignment Agreement in accordance with this subsection 11.7(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other documents contemplated hereby or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other documents contemplated hereby or any other instrument or document furnished pursuant hereto or thereto or the financial condition of Borrower or the performance or observance by Borrower of any of its Affiliates and/or obligations under this Agreement, any of the other documents contemplated hereby or any other instrument or document furnished pursuant hereto or thereto; (iiiii) with respect such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement; (iv) such assignee confirms that it has received a copy of this Agreement, the other documents contemplated hereby and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other documents contemplated hereby; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Agreement or any other document contemplated thereby as are delegated to the purchase at Agent by the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrantsterms hereof or thereof, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is together with such powers as are reasonably acceptable to the Companyincidental thereto; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party heretovii) to any Person who shall from time to time become a holder of any such securities assignee agrees that it will perform in accordance with their terms all the provisions obligations which by the terms of this Agreement and the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not other documents contemplated hereby are required to be assignable performed by Silver Lake (other than to its controlled Affiliates)it as a Lender.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, bind and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of Seller and be enforceable by each Person who Purchaser and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall be entitled to assign this Agreement, without Seller's consent (but with prompt written notice to Seller, accompanied by a holder fully executed copy of the Shares, Parent Warrants, Replacement Warrants (if anyassignment and assumption agreement), Subsidiary Stock Purchase Rightsone or more times, IPO Valuation Warrants to (if anyi) an affiliate of Purchaser, (ii) an entity in which SmartStop OP, L.P., a Delaware limited partnership, SmartStop Self Storage REIT, Inc., a Maryland corporation, SS Growth Operating Partnership II, L.P., a Delaware limited partnership, Strategic Storage Growth Trust II, Inc., a Maryland corporation, Strategic Storage Trust VI, Inc., a Maryland corporation, and/or Subsidiary Warrants Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership, has a direct or indirect ownership interest, (if anyiii) from time to time. This Agreement may not be assigned by a real estate investment trust of which Purchaser or an affiliate of Purchaser is the external advisor, (iv) a Delaware statutory trust of which Purchaser or an affiliate of Purchaser is the signatory trustee, or (v) a partnership or joint venture in which Purchaser, or any entity described in paragraphs (i) through (iv) above, has an interest (any such party hereto without being herein called a "Permitted Assignee"); provided, however, that, until the prior written consent consummation of the other party hereto; provided that Silver Lake mayClosing, upon written notice thereof no such assignment shall release or relieve Purchaser of any liability hereunder. Notwithstanding anything to the Company contrary set forth in Section 6.4, Purchaser and without the consent any assignee of the Company Purchaser shall be responsible for paying at Closing any transfer or other tax that arises as a result of any assignment by Purchaser or any other party heretoassignee of Purchaser of Purchaser's rights under this Agreement, but subject and such obligation expressly survives Closing. Seller expressly permits Purchaser to any such assignee agreeing in writing in assign this Agreement with respect to Parcel One prior to Closing to a form reasonably acceptable yet-to-be-formed special purpose entity that qualifies as a Permitted Assignee. Purchaser is entering into this Agreement with respect to Parcel One for the Company benefit of a nominee, a yet-to-be-formed special purpose entity that will be created and disclosed to be bound by Seller prior to Closing. Purchaser has no intent to obtain legal title or equitable title to Parcel One. In the terms and conditions of event that Purchaser desires to assign this Agreement as an "Investor", assign its rights and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities Parcel One in accordance with the provisions of this Agreement, Seller agrees, upon request of Purchaser, to enter into a substitution, novation and indemnity agreement with Purchaser and its assignee in form and substance reasonably acceptable to Seller. Such agreement shall include a release of Purchaser's duties to Seller with respect to Parcel One, and an assumption on the Standstill Agreementpart of the assignee entity to Purchaser’s obligations under this Agreement with respect to the Parcel One, and shall constitute a novation of this Agreement as to Purchaser. For Purchaser further shall have the avoidance of doubt, Silver Lake's right to assign its rights under Section 5.7 hereof this Agreement to acquire each of the self storage facilities comprising the Property to a separate Permitted Assignee. Additionally, Seller shall be prohibited from assigning all or any portion of its rights under this Agreement, including its rights in and to all or any event not be assignable by Silver Lake (other than to its controlled Affiliates)portion of the Xxxxxxx Money.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and This Agreement shall inure to the benefit of and be enforceable by each Person who shall be a holder of binding upon the Sharesparties hereto and their respective successors and permitted assigns. In general, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto shall not have the right to assign this Agreement or any interest herein without the prior written consent of the other party heretoparty; provided that Silver Lake mayprovided, upon however, Buyer shall have the right to assign this Agreement to an affiliate which the Buyer controls, without Seller’s prior written notice thereof consent but such assignment and the assumption by such assignee of Buyer’s obligations hereunder shall not release Buyer from its obligation or liability hereunder unless Seller shall have specifically agreed to the Company and without the consent same. For purposes of this Section 15(e), a nominee trust in which Buyer or its affiliates own more than fifty percent (50%) of the Company beneficial interest shall be deemed an affiliate which Buyer controls. Notwithstanding the foregoing, such assignment shall be void unless Buyer notifies Seller of such assignment on the earlier of (i) three (3) business days from the date of the assignment, or any other party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable (ii) three (3) business days prior to the Company to be bound by the terms and conditions of this Agreement as an "Investor"Closing. Furthermore, either Seller and/or Buyer may assign its rights and obligations hereunder under this Agreement to a “qualified intermediary” in order to facilitate, at no cost or expense to the other, a like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that (i) such assignment to any a qualified intermediary shall not relieve either party of its Affiliates and/or respective obligations hereunder; and (ii) with respect if Seller notifies Buyer that Seller has assigned its rights under the Agreement to a qualified intermediary, Buyer will be deemed to have satisfied Buyer’s payment obligation if Buyer wires proceeds to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) qualified intermediary or to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable entity as instructed by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates)Seller.

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, bind and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of Seller and be enforceable by each Person who Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This not assign Purchaser’s rights under this Agreement may not be assigned by a party hereto without the prior written consent of Seller, which consent may be withheld absolutely. In the other party hereto; provided that Silver Lake mayevent Seller consents to such assignment, upon Purchaser and such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the form attached hereto as Exhibit E. Any subsequent assignment may be made only with the prior written consent of Seller. Notwithstanding the foregoing consent requirement, with no later than five (5) business days’ prior written notice thereof to Seller, Purchaser may assign this Agreement to any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Purchaser, and which satisfy the Company and without the consent requirements of the Company or any other party heretoSection 4.3 hereof, but subject to provided further that any such assignee agreeing complies with Seller’s “know your customer” policy in writing in a form reasonably acceptable to accordance with Section 4.5 hereof. No assignment of Purchaser’s rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the Company to be bound by the terms benefit of Seller and conditions Purchaser; there are no third party beneficiaries hereof. Any assignment of this Agreement as an "Investor"in violation of the foregoing provisions shall be null and void. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to assign its rights and obligations hereunder (i) under this Agreement to any of its Affiliates and/or (ii) with respect one or more entities prior to the purchase at Closing Date without the Closing necessity of up to 8,000 Shares (Purchaser’s consent, and up to upon such assignment and a pro rata portion conveyance of the Parent WarrantsProperty to Seller’s assignee, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof Seller shall be assignable by any holder released from all obligations under this Agreement, “Seller” shall thereafter refer to and only to such assignee, and Purchaser agrees to look solely to such assignee for performance of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent all of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Seller’s obligations under this Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided hereinThis Agreement shall be binding upon, the provisions hereof and shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to their respective successors and assigns. Without limiting Karlsson’s rights under the benefit of and be enforceable by each Person who shall be a holder of the SharesLoan Documents, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake Karlsson may, upon written notice thereof to the Company and without the consent of any Person, assign this Agreement and its rights hereunder and under any other Loan Document to any Person at any time; provided, however, that, it shall be a condition precedent to any assignment hereunder as a result of which there will be multiple simultaneous holders of the Company Note and/or the related rights under the Loan Documents that such holders shall have put in place, between or among themselves, a written agreement (an “Agency Agreement”), which includes agency provisions pursuant to the terms of which a single administrative agent (the “Administrative Agent”) is appointed, with which Prospect DE and its affiliates will solely interface with respect to all rights and obligations under the Note and the Loan Documents, and to which Prospect DE and its affiliates will remit all payments hereunder, and which Agency Agreement will provide for the Administrative Agent to provide Prospect DE with a copy of the Agency Agreement, and any amendments thereto, upon execution of the same. The Prospect Parties agree that, for purposes of this Agreement, an “assignment” shall be deemed to include, but not be limited to, a sale, a contribution to a new or existing entity, or an exchange with any such entity, or any other party heretotransfer for any medium of value, including, without limitation, equity securities, royalty interests, property rights or any form of contingent consideration and notwithstanding whether such assignment is effected in a private sale or under judicial supervision. Notwithstanding anything to the contrary in any Loan Document or in the Purchase Agreement, but subject to the provisions of this Section 19, Karlsson (or any shareholder, director, agent, employee or officer of Karlsson) may actively solicit any Person to be a purchaser, or to be a counterparty to an assignment, of the Note (whether such assignee agreeing in writing potential purchaser, or counterparty to an assignment, of the Note wishes to purchase, or receive the assignment of, the Note and the Loan Documents in a form reasonably acceptable free-standing transaction or contemplates such purchase, or receipt of an assignment, of the Note as a part of a larger transaction or series of transactions involving any Prospect Party or any of its assets). Karlsson or any director, shareholder, employee, Affiliate or Representative (each as defined in the Purchase Agreement) or agent of Karlsson (each, a “Karlsson Party”) may, in connection with (A) Karlsson’s efforts to sell, assign or otherwise dispose of the Company Note; (B) any restructuring of the indebtedness represented by the Note and the Loan Documents; or (C) any “assignment” (as defined in the Note), disclose any information related to Parent or any of its subsidiaries as such Karlsson Party shall deem appropriate in its sole discretion; provided, however, that prior to providing any non-public information regarding Parent or any of its subsidiaries, Karlsson shall obtain from the person to which disclosure is to be made an executed confidentiality agreement which shall provide that (i) such person agrees to be bound by the terms of Section 5.06 of the Purchase Agreement, and conditions (ii) Parent and its subsidiaries are intended third party beneficiaries of such confidentiality agreement. This Section 19 and Section 5 of this Agreement as an "Investor"amend, assign its rights supersede and obligations hereunder (i) to any of its Affiliates and/or (ii) with respect to the purchase at the Closing of up to 8,000 Shares (and up to a pro rata portion replace Section 22 of the Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Second Extension Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to its controlled Affiliates).

Successors and Assigns; Assignment. Except as otherwise expressly provided herein, the provisions hereof This Agreement shall inure to the benefit of, bind and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of Seller and be enforceable by each Person who Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser shall be a holder of the Shares, Parent Warrants, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and/or Subsidiary Warrants (if any) from time to time. This not assign Purchaser's rights under this Agreement may not be assigned by a party hereto without the prior written consent of the other party hereto; provided that Silver Lake maySeller, upon which consent may be withheld absolutely except Purchaser may assign this Agreement to a to-be-formed entity sponsored by Purchaser or its affiliates, so long as Purchaser delivers written notice thereof to Seller of such assignment at least fourteen (14) days prior to scheduled Closing Date and so long as the Company source of funds used to pay the Purchase Price is the same source of funds controlled by Purchaser on the Effective Date. In the event Seller consents to an assignment for which Seller's consent is required, Purchaser and without such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in the form attached hereto as EXHIBIT F. Any subsequent assignment may be made only with the prior written consent of Seller. No assignment of Purchaser's rights hereunder shall relieve Purchaser of its liabilities under this Agreement. This Agreement is solely for the Company or any other benefit of Seller and Purchaser; there are no third party hereto, but subject to any such assignee agreeing in writing in a form reasonably acceptable to the Company to be bound by the terms and conditions beneficiaries hereof. Any assignment of this Agreement as an "Investor"in violation of the foregoing provisions shall be null and void. Notwithstanding anything to the contrary contained herein, Seller shall be entitled to assign its rights and obligations hereunder (i) under this Agreement to any of its Affiliates and/or (ii) with respect one or more entities prior to the purchase at Closing Date without the Closing necessity of up to 8,000 Shares (Purchaser's consent, but notwithstanding such assignment and up to a pro rata portion conveyance of the Parent WarrantsProperty to Seller's assignee, Replacement Warrants (if any), Subsidiary Stock Purchase Rights, IPO Valuation Warrants (if any) and Subsidiary Warrants (if any) to any other Person who is reasonably acceptable to the Company; and provided, further, that, following the Closing, the provisions of Articles I, II and IX hereof Seller shall be assignable by any holder of Shares, Parent Warrants, Replacement Warrants, Subsidiary Stock Purchase Rights, IPO Valuation Warrants and/or Subsidiary Warrants (without the consent of any other party hereto) to any Person who shall from time to time become a holder of any such securities in accordance with the provisions of the Standstill Agreement. For the avoidance of doubt, Silver Lake's rights under Section 5.7 hereof shall in any event not be assignable by Silver Lake (other than to released from its controlled Affiliates)obligations under this Agreement.